Dual Consolidated Losses. The Parties agree to (and if necessary shall cause their Subsidiaries to) comply with the requirements of Treasury Regulations Sections 1.1503(d)-6(f)(2)(iii), 1.1503(d)-8(b)(4), and 1.1503-2(g)(2)(iv)(B), as applicable, with respect to any “dual consolidated loss” (within the meaning of Section 1503(d) of the Code and Treasury Regulations Sections 1.1503(d)-1(b)(5) and 1.1503-2(c)(5)) that one or more of the Parties (or their Subsidiaries) is reasonably likely to be required to include in income as a result of the Plan of Separation; and if any dual consolidated loss that was incurred prior to the Effective Time is required to be included in the income of any Party (or its Subsidiaries) because the Parties failed or were unable to comply with such requirements, the Parties shall share all Taxes that become due and payable for a Pre-Distribution Tax Period or the portion of a Straddle Tax Period ending on the Distribution Date in accordance with their Sharing Percentages.
Dual Consolidated Losses. The Parties shall cooperate to avoid causing the Distribution to be a “triggering event” requiring recapture of any dual consolidated loss (within the meaning of Section 1503(d) of the Code and the Regulations thereunder) (“DCL”) for which the Remainco Existing Group has made a “domestic use election” under Reg. §1.1503(d)-6(d) or an election under Reg. §1.1503-2(g)(2), which arose in a Pre-Distribution Period and relates to the Separated Business or the Separated Assets. Without limiting the foregoing, the New News Corporation Group shall make new domestic use elections under Reg. §1.1503(d)-6(f)(2) or enter into closing agreements with the Remainco Group and the IRS under Reg. §1.1503-2(g)(2)(iv)(B) with respect to any such DCL (a “New News Corporation Assumed DCL”), and shall make any additional certifications or enter into any additional agreements under the Regulations, to the extent necessary to avoid recapture of such New News Corporation Assumed DCL. Each of Remainco and New News Corporation shall execute and deliver, or use its best efforts to cause to be executed and delivered, all instruments, data or information, including any required certifications, and to make all filings, and obtain all representations or consents required by the IRS, and to take all such other actions as may be requested by the IRS from time to time in order to enter into one or more DCL closing agreements with respect to the New News Corporation Assumed DCLs. Remainco and New News Corporation shall share equally all third-party costs and expenses incurred by them in connection with entering into a closing agreement with respect to any New News Corporation Assumed DCL. Any Taxes owed in connection with the disallowance of, the failure of certifying, or the recapture of any New News Corporation Assumed DCL shall be borne by Remainco; provided, however, that where such Taxes are attributable to any action, or failure to take any action, after the Distribution by a party hereto (or its Subsidiaries) that would be inconsistent with any applicable domestic use election or DCL closing agreement, or otherwise results in a “triggering event” (within the meaning of Section 1503 of the Code and the Regulations promulgated thereunder), then such party shall bear all of the Taxes resulting from such recapture.
Dual Consolidated Losses. The Parties agree to (and if necessary shall cause their Subsidiaries to) use their reasonable efforts to enter into a closing agreement with the IRS as described in Treasury Regulations Section 1.1503-2(g)(2)(iv)(B)(3)(i) with respect to any “dual consolidated loss” (within the meaning of Section 1503(d) of the Code and Treasury Regulations Section 1.1503-2(c)(5)) that one or more of the Parties (or their Subsidiaries) is reasonably likely to be required to include in income as a result of the Plan of Separation. If any dual consolidated loss that was incurred prior to the Effective Time is required to be included in the income of any Party (or its Subsidiaries) because the Parties were not able to obtain a closing agreement, the Parties shall share all Taxes that become due and payable for a Pre-Distribution Tax Period or the portion of a Straddle Tax Period ending on the Distribution Date in accordance with their Sharing Percentages.
Dual Consolidated Losses. (a) For the U.S. federal affiliated group of which TUSHI is the Common Parent filing U.S. federal consolidated Tax Returns, Tyco International with assistance and cooperation from Tyco Electronics shall (and shall cause its Subsidiaries to) comply with all applicable reporting requirements contained in Treasury Regulations Sections 1.1503-2 and 1.1503-2T (or any successor Treasury Regulation) with respect to the Applicable TUSHI DCLs for each Tax year up to and including the Tax year that includes the Distribution Date.
Dual Consolidated Losses. (i) Notwithstanding anything else to the contrary in this Agreement (including, without limitation, any provision of Article III or Article V hereof) other than Section 5.12(b)(iii), KBR and each member of the KBR Affiliated Group shall not be liable for, and Halliburton shall indemnify and hold KBR and each member of the KBR Affiliated Group harmless against (A) any and all Tax or other loss resulting from a recapture of a Dual Consolidated Loss resulting from the Spinoff and (B) any loss attributable to the reduction of an ESG Allocated Attribute otherwise available to Halliburton or any member of the Halliburton Affiliated Group resulting from a recapture of a Dual Consolidated Loss resulting from the Spinoff.
Dual Consolidated Losses. Section 6.01.
Dual Consolidated Losses. Notwithstanding any other provisions of this Agreement, whether before or during the Deconsolidation Year, to the extent a member of the KBR Group is responsible for a triggering event (as defined in Treasury Regulations § 1.1503-2(g)(2)(iii)(A)) that causes Halliburton to recapture and report as income for any Tax period the amount of a dual consolidated loss (as defined in Treasury Regulations § 1.1503-2), KBR shall pay to Halliburton on a timely basis any Tax attributable to the recapture of such dual consolidated loss. KBR hereby assumes all liability for any such Tax and shall indemnify and hold harmless Halliburton and any member of the Halliburton Group for such liability; provided, however, to the extent any such recapture is attributable to a triggering event resulting from the Spinoff, KBR shall not be liable for any Tax resulting from such recapture.
Dual Consolidated Losses. If the Company or any ------------------------- Company Subsidiary has any dual consolidated loss that would be subject to recapture under Treasury Regulation Section 1.1503-2(g)(2) as a result of the Offer, the Merger or the other Transactions, the Company or such Company Subsidiary shall use its best efforts in conjunction with Parent to file, prior to the date that the Company becomes a member of Parent's consolidated group, a request with the Internal Revenue Service to enter into a closing agreement under Treasury Regulation Section 1.1503-2(g)(2)(iv)(B) to avoid such recapture.
Dual Consolidated Losses. Lane, GBC and ACCO acknowledge that GBC will seek to qualify the Merger for the exception to “triggering event” status under Treas. Reg. § 1.1503-2(g)(2)(iv)(B)(1)(i). In connection with qualifying the Merger for such exception, Lane and ACCO agree that, upon the request of GBC, each of them (i) shall enter into a “closing agreement” (in customary form and substance) with the IRS pursuant to Treas. Reg. § 1.1503-2(g)(2)(iv)(B)(3) and (ii) shall take such other actions reasonably requested by GBC, provided such other actions are necessary to qualify the Merger for such exception and do not have any adverse impact on Lane which is not fully indemnified by GBC and ACCO in a manner reasonably acceptable to Lane.
Dual Consolidated Losses. (i) After the Closing Date, Newco and the Company shall file or cause to be filed a New Domestic Use Agreement and Original Elector Statement, as applicable, by the due date (including extensions) of its Tax Return for the year in which the Spin Off occurs and meet all other requirements necessary to prevent the Spin Off or any other transaction contemplated by this Agreement from causing the recapture of Dual Consolidated Losses. (ii) After the Closing Date, Newco shall annually file or cause to be filed by the due date (including extensions) of its Tax Return all reports and certifications that are necessary pursuant to Treasury Regulations Section 1.1503(d)-6(g) to prevent the recapture of Dual Consolidated Losses. Upon the occurrence of any subsequent trigger event described in Treasury Regulations Section 1.1503(d)-6(e), subject to Section 5.06(b)(iii)(x), Newco shall report the recapture income (and any related interest charge) with its timely filed Tax Return for the year in which the subsequent triggering event occurs. (iii) Notwithstanding anything to the contrary in this Agreement, (x) the Company shall indemnify the Newco Indemnified Parties for any Losses arising out of or related to the recapture of Dual Consolidated Losses, which recapture results from any action of the Company or its Affiliates (including the Company’s failure to satisfy its obligations described in clause (i) above), and (y) Newco shall indemnify the Company Indemnified Parties for any Losses arising out of or related to the recapture of Dual Consolidated Losses, which recapture results from any action of Newco or its Affiliates (including Newco’s failure to satisfy its obligations described in clauses (i) and (ii) above). (c) Upon the receipt by an Indemnified Party of any pending or threatened Tax audit or assessment with respect to which an indemnification claim could be made under this Section 5.06, the Indemnified Party shall promptly notify the Indemnifying Party in writing of the receipt of such notice. Such notice shall contain factual information describing the asserted Tax liability in reasonable detail and shall include copies of any notice or other document received from any taxing authority in respect of such asserted Tax liability. If the Indemnified Party fails to give the Indemnifying Party prompt notice of any asserted Tax liability as required by this Section 5.06, then the Indemnified Party shall not be entitled to indemnification with respect to such Tax...
